1009-00002 · Client 1009 · Closing

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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD. IN LIEU OF A SPECIAL MEETING

Effective as of July 18, 2022

The undersigned, constituting all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), which permits action by the Board without a meeting if all members of the Board consent thereto in writing, hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board. These resolutions shall have the same force and effect as if unanimously adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined below).

RECITALS

WHEREAS, the following recitals set forth the background, context, and factual predicates underlying the resolutions adopted by the Board herein:

A. The Company

The Company is Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware, having been incorporated on March 14, 2018, with its principal office located at 1600 Market Street, Suite 2200, Wilmington, DE 19801. The Company's federal employer identification number is 84-3291057. The Company is engaged in the business of developing, marketing, and operating a cloud-based payments-orchestration and treasury-management platform designed to serve mid-market enterprises. The Company's platform enables its enterprise customers to consolidate payment rails, automate cash management functions, and integrate treasury workflows across multiple banking partners and financial service providers.

B. Current Capitalization

The Board has reviewed the Company's current capitalization, which is as follows:

(i) Common Stock. The Company is authorized to issue 30,000,000 shares of Common Stock, par value $0.0001 per share, of which 12,400,000 shares are issued and outstanding as of the date hereof.

(ii) Series Seed Preferred Stock. The Company has 3,000,000 shares of Series Seed Preferred Stock issued and outstanding, which were originally issued on August 10, 2018, at a price of $0.50 per share, for aggregate gross proceeds of $1,500,000. All shares of Series Seed Preferred Stock are held by Harborview Seed Investors LLC.

(iii) Series A Preferred Stock. The Company has 5,000,000 shares of Series A Preferred Stock issued and outstanding, which were originally issued on March 6, 2020, at a price of $2.00 per share, for aggregate gross proceeds of $10,000,000.

(iv) Options Outstanding under the 2018 Equity Incentive Plan. As of the date hereof, options to purchase an aggregate of 2,100,000 shares of Common Stock are outstanding under the Company's 2018 Equity Incentive Plan (the "Plan"), with a weighted-average exercise price of $1.15 per share. An additional 900,000 shares of Common Stock remain available for future grant under the Plan. The total number of shares currently reserved for issuance under the Plan is 3,000,000 shares.

(v) Pre-Money Fully Diluted Shares. Taking into account all issued and outstanding shares of Common Stock, all issued and outstanding shares of Preferred Stock (on an as-converted-to-Common-Stock basis), and all shares issuable upon exercise of outstanding options and shares reserved for future grant under the Plan, the pre-money fully diluted capitalization of the Company is 23,400,000 shares.

No other shares of capital stock or other equity securities of the Company are issued and outstanding, and no other options, warrants, convertible securities, or other rights to acquire equity securities of the Company are outstanding, other than as set forth above.

C. Proposed Series B Financing

The Board has considered a proposed financing transaction involving the issuance and sale by the Company of shares of a new series of preferred stock to be designated "Series B Preferred Stock" (the "Series B Financing"). The principal terms of the Series B Financing are as follows:

(i) The Company proposes to issue and sell an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000.

(ii) The pre-money valuation of the Company implied by the Series B Financing is $140,400,000, calculated as 23,400,000 pre-money fully diluted shares multiplied by $6.00 per share.

(iii) The post-money valuation of the Company implied by the Series B Financing is $185,400,000, calculated as the pre-money valuation of $140,400,000 plus aggregate gross proceeds of $45,000,000.

(iv) Following the closing of the Series B Financing, the post-closing fully diluted capitalization of the Company will be 30,900,000 shares (consisting of 23,400,000 pre-money fully diluted shares plus 7,500,000 shares of Series B Preferred Stock).

D. Proposed Investors

The Board has been informed that the following investors (collectively, the "Purchasers") have committed to purchase shares of Series B Preferred Stock in the Series B Financing:

(i) Granite Peak Ventures, LP ("GPV"), a Delaware limited partnership, as the lead investor, has committed to purchase 5,000,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $30,000,000, representing approximately 66.67% of the total Series B Financing.

(ii) Ridgeline Capital Partners, LLC ("RCP"), a Delaware limited liability company, as a participating existing Series A investor, has committed to purchase 1,666,667 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $10,000,000, representing approximately 22.22% of the total Series B Financing.

(iii) Solstice Growth Fund I, LP ("SGF"), a Delaware limited partnership, as a new co-investor, has committed to purchase 833,333 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $5,000,000, representing approximately 11.11% of the total Series B Financing.

E. Advisors and Counsel

The Board has been advised that the Company has engaged the following advisors and professionals in connection with the Series B Financing:

(i) Calderwood & Harkness LLP has been engaged as counsel to the Company in connection with the Series B Financing and the preparation, negotiation, and delivery of the Transaction Documents and related corporate actions.

(ii) Compass Bridge Advisory Group LLC has been engaged as the Company's exclusive placement agent in connection with the Series B Financing, at a fee equal to 2.0% of the aggregate gross proceeds of the Series B Financing, which equals $900,000.

(iii) Fenwick, Pratt & Howell LLP ("FPH") serves as counsel to GPV, in its capacity as lead investor, and as coordinating counsel for all of the Purchasers. The Company has agreed, pursuant to the terms of the Stock Purchase Agreement, to reimburse the reasonable legal fees and disbursements of FPH in connection with the Series B Financing, in an amount not to exceed $75,000.

F. Board Composition

The current members of the Board of Directors of the Company, each of whom is executing this Written Consent, are as follows:

(i) Naveen Raghavan, serving as a Common Stock designee;

(ii) Claire Whitmore, serving as a Common Stock designee; and

(iii) Thomas Brennan, serving as the Series A Preferred designee, representing Ridgeline Capital Partners, LLC.

The foregoing three directors constitute the entire Board of Directors of the Company as of the date hereof. There are no vacancies on the Board.

G. Presentation and Review

The Board has reviewed the following materials and information in connection with its consideration of the Series B Financing and the related transactions:

(i) The term sheet executed on April 22, 2022, by and among the Company and GPV, setting forth the principal terms and conditions of the proposed Series B Financing;

(ii) Drafts of the Transaction Documents (as described in the resolutions below), including the Stock Purchase Agreement, the Amended and Restated Certificate of Incorporation, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and the Management Rights Letter;

(iii) The capitalization analysis memorandum prepared by Calderwood & Harkness LLP, dated June 10, 2022, summarizing the Company's pre-money and post-money capitalization, the dilutive impact of the Series B Financing on existing stockholders, and the terms and conditions of the proposed Series B Preferred Stock;

(iv) Financial projections prepared by the Company's management, including revenue forecasts, operating expense budgets, and cash flow projections;

(v) The advice and recommendations of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, regarding the strategic rationale for and the terms of the Series B Financing; and

(vi) The advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under Delaware law, including the duty of care and the duty of loyalty, in connection with its consideration and approval of the Series B Financing and the related transactions.

The Board has had the opportunity to ask questions of, and receive answers from, management and counsel regarding the Series B Financing and the Transaction Documents, and has received all information that it has deemed necessary or appropriate for its evaluation thereof. The Board has been advised of, and has carefully considered, its fiduciary duties under applicable Delaware law in connection with its evaluation and approval of the Series B Financing.

NOW, THEREFORE, based upon the foregoing recitals and the information presented to the Board, and after due deliberation and careful consideration, the Board hereby unanimously adopts the following resolutions:

RESOLUTIONS

Resolution 1 — Determination of Advisability and Approval of the Series B Financing

RESOLVED, that, having reviewed and considered the terms and conditions of the proposed Series B Financing, the presentations and advice of the Company's management and counsel, the financial projections and capitalization analysis, and all other information presented to the Board as described in the Recitals above, the Board hereby determines that it is in the best interests of the Company and its stockholders to consummate the Series B Preferred Stock financing on substantially the terms and conditions presented to the Board, including the issuance and sale by the Company of an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000, to the Purchasers identified in the Recitals above, and such Series B Financing is hereby approved, authorized, and ratified in all respects.

Resolution 2 — Approval of the Amended and Restated Certificate of Incorporation

RESOLVED, that the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved, adopted, and declared advisable, and is recommended for approval by the stockholders of the Company.

RESOLVED FURTHER, that the Restated Certificate shall, among other things:

(a) Authorize the Company to issue an aggregate of (i) 30,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 15,500,000 shares of Preferred Stock, par value $0.0001 per share, designated as follows: 3,000,000 shares of Series Seed Preferred Stock, 5,000,000 shares of Series A Preferred Stock, and 7,500,000 shares of Series B Preferred Stock;

(b) Establish the rights, preferences, privileges, and restrictions of each series of Preferred Stock, including the following:

(1) Series Seed Preferred Stock: Original issue price of $0.50 per share; 6% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $1,500,000 (equal to the original issue price per share plus any declared but unpaid dividends);

(2) Series A Preferred Stock: Original issue price of $2.00 per share; 6% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $10,000,000 (equal to the original issue price per share plus any declared but unpaid dividends);

(3) Series B Preferred Stock: Original issue price of $6.00 per share; 8% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $45,000,000 (equal to the original issue price per share plus any declared but unpaid dividends);

(c) Establish an aggregate senior liquidation preference across all series of Preferred Stock of $56,500,000, payable in order of seniority (Series B first, then Series A, then Series Seed) upon any liquidation, dissolution, or winding up of the Company, or any Deemed Liquidation Event (as defined in the Restated Certificate);

(d) Provide for a non-participating preferred structure, such that holders of each series of Preferred Stock shall be entitled to receive their applicable liquidation preference or, alternatively, to convert their shares of Preferred Stock into shares of Common Stock and participate on an as-converted basis with the holders of Common Stock, but not both;

(e) Include protective provisions requiring the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class) for specified corporate actions, including but not limited to: (i) the incurrence by the Company of annual capital expenditures exceeding $5,000,000 in any fiscal year; (ii) the incurrence by the Company of indebtedness exceeding $3,000,000 in the aggregate (excluding ordinary-course trade payables); and (iii) any increase in the number of shares reserved for issuance under equity incentive plans beyond 15% of the post-closing fully diluted capitalization of 30,900,000 shares (i.e., 4,635,000 shares); and

(f) Contain such other terms and provisions as are set forth in the form of Restated Certificate reviewed by the Board.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to file the Restated Certificate with the Secretary of State of the State of Delaware upon the satisfaction or waiver of the applicable closing conditions to the Series B Financing, with such filing anticipated to occur on or about July 29, 2022, and to take all actions and pay all fees necessary in connection therewith.

Resolution 3 — Approval of the Stock Purchase Agreement

RESOLVED, that the Series B Preferred Stock Purchase Agreement (the "SPA") by and among the Company and the Purchasers, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.

RESOLVED FURTHER, that the principal terms of the SPA include, without limitation, the following:

(a) The Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, allocated among the Purchasers as set forth in the schedule of purchasers attached to the SPA;

(b) The signing and closing of the SPA shall occur simultaneously on July 18, 2022, subject to the satisfaction or waiver of the closing conditions set forth therein;

(c) The aggregate purchase price of $45,000,000 shall be deposited by the Purchasers into an escrow account maintained at Pinnacle National Bank, N.A. (the "Escrow Agent"), and shall be released from escrow and delivered to the Company on July 29, 2022, simultaneously with the filing of the Restated Certificate with the Secretary of State of the State of Delaware;

(d) Certificates or book-entry credits representing the shares of Series B Preferred Stock shall be issued to the Purchasers by Ledgermark Transfer Services, Inc. (the "Transfer Agent") upon release of the escrowed funds;

(e) The Company shall reimburse the reasonable legal fees and disbursements of Fenwick, Pratt & Howell LLP, counsel to the Purchasers, in an amount not to exceed $75,000, as a condition to closing; and

(f) The SPA contains customary representations and warranties of the Company and the Purchasers, conditions to closing, and indemnification provisions.

RESOLVED FURTHER, that the Authorized Officers (as defined in Resolution 17 below) are hereby authorized to negotiate, finalize, execute, and deliver the SPA in substantially the form presented to the Board, with such changes, modifications, and amendments thereto as any Authorized Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof.

Resolution 4 — Approval of the Amended and Restated Investors' Rights Agreement

RESOLVED, that the Amended and Restated Investors' Rights Agreement (the "IRA") by and among the Company, the holders of Series Seed Preferred Stock (including Harborview Seed Investors LLC), the holders of Series A Preferred Stock (including Ridgeline Capital Partners, LLC), and the Purchasers, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.

RESOLVED FURTHER, that the IRA shall amend, restate, and supersede in its entirety the Investors' Rights Agreement dated as of March 6, 2020, by and among the Company and the investors party thereto (the "Prior IRA"). Upon the effectiveness of the IRA, the Prior IRA shall be of no further force or effect, and all rights and obligations of the parties thereunder shall be governed exclusively by the terms of the IRA.

RESOLVED FURTHER, that the IRA provides for, among other things:

(a) Registration rights, including demand registration rights, S-3 registration rights, and piggyback registration rights for holders of Registrable Securities (as defined in the IRA);

(b) Information rights, including the right of Major Investors (as defined in the IRA) to receive annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and annual operating budgets;

(c) Pro-rata rights, granting Major Investors the right to participate on a pro-rata basis in future issuances of equity securities by the Company, subject to customary exclusions;

(d) Qualified Small Business Stock (QSBS) covenants, pursuant to which the Company agrees to use commercially reasonable efforts to maintain its qualification as a "qualified small business" within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended, and to cause the shares of Series B Preferred Stock to constitute "qualified small business stock" thereunder;

(e) Market stand-off provisions, restricting certain transfers of Company securities by the parties thereto for a period following an initial public offering of the Company's securities; and

(f) Confidentiality obligations binding on all parties with respect to non-public information received in connection with their rights under the IRA.

Resolution 5 — Approval of the Amended and Restated Right of First Refusal and Co-Sale Agreement

RESOLVED, that the Amended and Restated Right of First Refusal and Co-Sale Agreement (the "ROFR/Co-Sale Agreement") by and among the Company, the Key Holders (defined therein as Naveen Raghavan, Claire Whitmore, and David Okonkwo), and the Investors (defined therein as all holders of Preferred Stock of the Company), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.

RESOLVED FURTHER, that the ROFR/Co-Sale Agreement imposes transfer restrictions on shares of Company capital stock held by the Key Holders and grants (i) the Company a right of first refusal with respect to proposed transfers by Key Holders of their shares, and (ii) to the extent the Company does not exercise its right of first refusal in full, the Investors a secondary right of first refusal and co-sale (tag-along) rights with respect to such proposed transfers, in each case on the terms and conditions set forth in the ROFR/Co-Sale Agreement. The ROFR/Co-Sale Agreement shall amend, restate, and supersede in its entirety the Right of First Refusal and Co-Sale Agreement dated as of March 6, 2020, by and among the Company and the other parties thereto.

Resolution 6 — Approval of the Amended and Restated Voting Agreement

RESOLVED, that the Amended and Restated Voting Agreement (the "Voting Agreement") by and among the Company, the Key Holders, and the Investors, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.

RESOLVED FURTHER, that the Voting Agreement establishes the following post-closing composition of the Board of Directors, which shall consist of five (5) members:

Seat 1: Naveen Raghavan, designated by the holders of Common Stock;

Seat 2: Claire Whitmore, designated by the holders of Common Stock;

Seat 3: Thomas Brennan, designated by the holders of a majority of the outstanding shares of Series A Preferred Stock;

Seat 4: Priya Deshmukh, designated by the holders of a majority of the outstanding shares of Series B Preferred Stock (initially appointed by Granite Peak Ventures, LP, as described in Resolution 9 below);

Seat 5: An independent director, to be mutually agreed upon by the holders of Common Stock, the holders of a majority of the outstanding shares of Series A Preferred Stock, and the holders of a majority of the outstanding shares of Series B Preferred Stock, such agreement to be reached within ninety (90) days following the closing of the Series B Financing (i.e., no later than October 27, 2022).

RESOLVED FURTHER, that the Voting Agreement contains customary drag-along provisions binding all stockholders who are parties thereto, pursuant to which such stockholders agree to vote their shares in favor of, and take all necessary actions to consummate, certain transactions approved by specified majorities of the Company's stockholders and the Board of Directors. The Voting Agreement shall amend, restate, and supersede in its entirety the Voting Agreement dated as of March 6, 2020, by and among the Company and the other parties thereto.

Resolution 7 — Approval of the Management Rights Letter

RESOLVED, that the Management Rights Letter addressed to Granite Peak Ventures, LP (the "Management Rights Letter"), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.

RESOLVED FURTHER, that the Management Rights Letter grants to Granite Peak Ventures, LP certain management rights and information rights in connection with its investment in the Company, including the right to consult with and advise management of the Company on significant business matters, to attend and observe meetings of the Board of Directors, and to receive financial and operational information regarding the Company, in each case as necessary to satisfy the requirements of Granite Peak Ventures, LP to qualify its investment in the Company as a "venture capital operating company" ("VCOC") investment within the meaning of Section 2510.3-101(d) of Title 29 of the Code of Federal Regulations, as promulgated under the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

Resolution 8 — Increase of Option Pool under 2018 Equity Incentive Plan

RESOLVED, that the number of shares of Common Stock reserved for issuance under the Company's 2018 Equity Incentive Plan (the "Plan") is hereby increased by 1,635,000 shares, from 3,000,000 shares to 4,635,000 shares, such that the total shares reserved under the Plan will represent 15% of the post-closing fully diluted capitalization of 30,900,000 shares.

RESOLVED FURTHER, that, following such increase, options to purchase an aggregate of 2,100,000 shares of Common Stock shall remain outstanding under the Plan, and shares available for future grant under the Plan shall total 2,535,000 shares (consisting of 900,000 shares previously available for future grant plus 1,635,000 newly reserved shares).

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take all actions necessary to amend the Plan to reflect the foregoing increase in the share reserve, including the preparation, execution, and filing of any amendments to the Plan document and any related notices to stockholders, optionees, or regulatory authorities as may be required.

RESOLVED FURTHER, that the Board acknowledges and confirms that, for purposes of the pre-money valuation of the Company in connection with the Series B Financing, the increase in the option pool is reflected in the pre-money fully diluted share count of 23,400,000 shares, and therefore the dilution resulting from the option pool increase is borne by the pre-money stockholders.

Resolution 9 — Appointment of Priya Deshmukh to the Board of Directors

RESOLVED, that, effective upon the closing of the Series B Financing (including the release of funds from escrow and the filing of the Restated Certificate with the Secretary of State of the State of Delaware), Priya Deshmukh, Partner of Granite Peak Ventures, LP, is hereby appointed as a member of the Board of Directors of the Company, to serve as the Series B Preferred designee in accordance with the terms of the Voting Agreement.

RESOLVED FURTHER, that, upon the appointment of Priya Deshmukh, the Board of Directors shall consist of four (4) members, pending the selection and appointment of the independent director contemplated by the Voting Agreement. Upon the selection and appointment of such independent director (which shall occur no later than October 27, 2022), the Board shall thereafter consist of five (5) members.

RESOLVED FURTHER, that the officers of the Company are authorized to deliver to Priya Deshmukh a customary director appointment letter and the Company's standard form of indemnification agreement for directors, and to take all other actions necessary in connection with her appointment.

Resolution 10 — Engagement of Pinnacle National Bank, N.A. as Escrow Agent

RESOLVED, that the engagement of Pinnacle National Bank, N.A., a national banking association with offices at 100 Federal Street, Boston, MA 02110 (contact: Richard Halloran, Vice President, Escrow Services), as escrow agent for the closing-funds disbursement in connection with the Series B Financing is hereby approved in all respects.

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to negotiate, execute, and deliver an escrow agreement with Pinnacle National Bank, N.A. (the "Escrow Agreement"), in substantially the form presented to the Board or on such terms as any Authorized Officer deems reasonable and appropriate, together with any related wire transfer instructions, disbursement authorizations, and other documents and instruments as may be necessary or desirable in connection with the escrow arrangements for the Series B Financing. The aggregate purchase price of $45,000,000 shall be deposited by the Purchasers into the escrow account and shall be released to the Company upon satisfaction of all closing conditions, which is anticipated to occur on or about July 29, 2022.

Resolution 11 — Payment of Placement Agent Fee

RESOLVED, that the payment by the Company of a placement-agent fee in the amount of $900,000, equal to 2.0% of the aggregate gross proceeds of the Series B Financing of $45,000,000, to Compass Bridge Advisory Group LLC, located at 75 Ashbury Asset Advisors, Suite 2400, Boston, MA 02109, payable at the closing of the Series B Financing from the proceeds thereof, is hereby approved, authorized, and ratified in all respects.

RESOLVED FURTHER, that the officers of the Company are hereby authorized to execute and deliver any engagement letter, fee agreement, or other document required in connection with the payment of such placement-agent fee, and to instruct the Escrow Agent to disburse such amount directly to Compass Bridge Advisory Group LLC from the escrowed proceeds at closing, if applicable.

Resolution 12 — Confirmation of D&O Insurance

RESOLVED, that the Board hereby confirms and ratifies the procurement and maintenance of a directors' and officers' liability insurance policy (the "D&O Policy") issued by Ironclad Specialty Insurance Co., providing coverage with limits of $5,000,000 per occurrence and $10,000,000 in the aggregate, with six-year tail coverage and an annual premium of $38,500. The Board acknowledges that the maintenance of the D&O Policy is a condition to closing under the SPA and that the Company's obligation to maintain such insurance is consistent with the Company's indemnification obligations to its directors and officers under the Company's certificate of incorporation, bylaws, and individual indemnification agreements.

RESOLVED FURTHER, that the officers of the Company are authorized to deliver to the Purchasers a certificate confirming the existence and terms of the D&O Policy as a closing deliverable under the SPA, and to take all other actions necessary to maintain such policy in full force and effect.

Resolution 13 — Issuance of Stock Certificates

RESOLVED, that the officers of the Company are hereby authorized and directed to instruct Ledgermark Transfer Services, Inc. (the "Transfer Agent") to issue stock certificates or book-entry credits representing an aggregate of 7,500,000 shares of Series B Preferred Stock to the Purchasers, in accordance with the allocation set forth in the schedule of purchasers attached to the SPA, upon the release of the aggregate purchase price from escrow. Specifically, the Transfer Agent shall be instructed to issue:

(a) 5,000,000 shares of Series B Preferred Stock to Granite Peak Ventures, LP;

(b) 1,666,667 shares of Series B Preferred Stock to Ridgeline Capital Partners, LLC; and

RESOLVED FURTHER, that the shares of Series B Preferred Stock so issued shall be validly issued, fully paid, and non-assessable, and shall have the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.

Resolution 14 — Legal Opinion

RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed to prepare and deliver a legal opinion letter on behalf of the Company, addressed to each of the Purchasers, in connection with the closing of the Series B Financing, in substantially the form required by the SPA. Such opinion letter shall address, among other things, the due incorporation and good standing of the Company, the due authorization of the Series B Financing and the Transaction Documents, the valid issuance of the shares of Series B Preferred Stock, and such other matters as are customary for transactions of this nature or as may be reasonably requested by the Purchasers or their counsel.

Resolution 15 — Reimbursement of Investors' Counsel Fees

RESOLVED, that the Company shall reimburse the reasonable and documented legal fees and out-of-pocket disbursements incurred by Fenwick, Pratt & Howell LLP, counsel to the Purchasers, in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the Series B Financing, in an amount not to exceed $75,000 in the aggregate, as required by and in accordance with the terms of the SPA. Such reimbursement shall be payable at the closing of the Series B Financing from the proceeds thereof or as otherwise directed by the Authorized Officers.

Resolution 16 — Authorization of Regulatory Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver any and all certificates, notices, applications, reports, and other documents with the Secretary of State of the State of Delaware, the United States Securities and Exchange Commission (the "SEC"), and any other federal, state, or local governmental authorities as may be necessary or advisable in connection with the Series B Financing and the transactions contemplated by the Transaction Documents. Without limiting the generality of the foregoing, the officers are specifically authorized to:

(a) File the Restated Certificate with the Secretary of State of the State of Delaware;

(b) Prepare and file one or more notices on Form D with the SEC pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and any corresponding state securities or "blue sky" filings as may be required in connection with the issuance and sale of the shares of Series B Preferred Stock; and

(c) Execute and file any other certificates, instruments, or documents required by applicable law in connection with the foregoing.

Resolution 17 — General Authorization of Officers

RESOLVED, that Naveen Raghavan, in his capacity as Chief Executive Officer of the Company, Claire Whitmore, in her capacity as Chief Technology Officer of the Company, and David Okonkwo, in his capacity as Chief Financial Officer of the Company, and each of them individually (each an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name of and on behalf of the Company, to:

(a) Execute and deliver the SPA, the IRA, the ROFR/Co-Sale Agreement, the Voting Agreement, the Management Rights Letter, the Escrow Agreement, and any and all other documents, instruments, agreements, certificates, and written consents as may be necessary, desirable, or appropriate to consummate the transactions contemplated by the foregoing resolutions (collectively, together with the Restated Certificate and any documents executed and delivered in connection therewith, the "Transaction Documents");

(b) Take any and all further actions, and execute and deliver any and all further documents, instruments, agreements, and certificates, as any Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including the making of any representations, warranties, covenants, or agreements on behalf of the Company as contemplated by the Transaction Documents;

(c) Pay all fees, costs, and expenses incurred or to be incurred by the Company in connection with the Series B Financing and the transactions contemplated by the Transaction Documents, including, without limitation, the placement-agent fee of $900,000 payable to Compass Bridge Advisory Group LLC and the reimbursement of investors' counsel fees payable to Fenwick, Pratt & Howell LLP in an amount not to exceed $75,000; and

(d) Appoint and engage such agents, accountants, transfer agents, escrow agents, and other professionals and advisors as any Authorized Officer deems necessary or appropriate in connection with the foregoing.

RESOLVED FURTHER, that the execution and delivery of any document, instrument, or agreement, or the taking of any action, by any Authorized Officer in connection with the foregoing resolutions shall be conclusive evidence that such Authorized Officer has determined such document, instrument, agreement, or action to be necessary, appropriate, or advisable, and the Board hereby approves any such determination.

Resolution 18 — Ratification

RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with, or in furtherance of, the matters contemplated by the foregoing resolutions, including but not limited to the negotiation and execution of term sheets, engagement letters, and preliminary agreements, the preparation and review of the Transaction Documents, the engagement of advisors and counsel, and communications with the Purchasers and their representatives, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

Resolution 19 — Omnibus Resolution

RESOLVED, that any Authorized Officer is hereby authorized and empowered to execute and deliver such further instruments and documents, and to take such additional actions, as such Authorized Officer deems necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, without the necessity of further action by the Board of Directors, and that the execution and delivery of any such instrument, document, or agreement, or the doing of any such act or thing, by any Authorized Officer shall be conclusive evidence of the Board's approval thereof.

GOVERNING LAW

All actions taken by the Board pursuant to these resolutions, and all matters arising out of or relating to the Transaction Documents and the transactions contemplated thereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

EFFECTIVE DATE AND COUNTERPARTS

This Unanimous Written Consent of the Board of Directors is effective as of July 18, 2022.

This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Written Consent by electronic means, including by facsimile or portable document format (PDF) transmission, shall be effective as delivery of a manually executed counterpart of this Written Consent.

This Written Consent may be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the Company's corporate records.

[Signature Page Follows]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.

IN WITNESS WHEREOF, the undersigned directors of the Company have executed this Unanimous Written Consent of the Board of Directors as of the date set forth below.

________________________________________

Name: Naveen Raghavan

Title: Director (Common Stock Designee), Co-Founder & Chief Executive Officer

Date: July 18, 2022

________________________________________

Name: Claire Whitmore

Title: Director (Common Stock Designee), Co-Founder & Chief Technology Officer

Date: July 18, 2022

________________________________________

Name: Thomas Brennan

Title: Director (Series A Preferred Designee), Managing Director, Ridgeline Capital Partners, LLC

Date: July 18, 2022

DOCUMENT PREPARATION NOTE

This Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. was prepared by:

Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801

Matter No.: 1009-00002 Responsible Partner: Miriam Calloway Lead Associate: Robert Jansen Working Associate: Amy Chesterton

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD. IN LIEU OF A SPECIAL MEETING
Effective as of July 18, 2022
The undersigned, constituting all of the members of the Board of Directors (the "Board") of Skybridge Fintech Ltd., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL"), which permits action by the Board without a meeting if all members of the Board consent thereto in writing, hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board. These resolutions shall have the same force and effect as if unanimously adopted at a duly convened special meeting of the Board at which a quorum was present and acting throughout.
All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined below).
RECITALS
WHEREAS, the following recitals set forth the background, context, and factual predicates underlying the resolutions adopted by the Board herein:
A. The Company
The Company is Skybridge Fintech Ltd., a corporation organized and existing under the laws of the State of Delaware, having been incorporated on March 14, 2018, with its principal office located at 1600 Market Street, Suite 2200, Wilmington, DE 19801. The Company's federal employer identification number is 84-3291057. The Company is engaged in the business of developing, marketing, and operating a cloud-based payments-orchestration and treasury-management platform designed to serve mid-market enterprises. The Company's platform enables its enterprise customers to consolidate payment rails, automate cash management functions, and integrate treasury workflows across multiple banking partners and financial service providers.
B. Current Capitalization
The Board has reviewed the Company's current capitalization, which is as follows:
(i) Common Stock. The Company is authorized to issue 30,000,000 shares of Common Stock, par value $0.0001 per share, of which 12,400,000 shares are issued and outstanding as of the date hereof.
(ii) Series Seed Preferred Stock. The Company has 3,000,000 shares of Series Seed Preferred Stock issued and outstanding, which were originally issued on August 10, 2018, at a price of $0.50 per share, for aggregate gross proceeds of $1,500,000. All shares of Series Seed Preferred Stock are held by Harborview Seed Investors LLC.
(iii) Series A Preferred Stock. The Company has 5,000,000 shares of Series A Preferred Stock issued and outstanding, which were originally issued on March 6, 2020, at a price of $2.00 per share, for aggregate gross proceeds of $10,000,000.
(iv) Options Outstanding under the 2018 Equity Incentive Plan. As of the date hereof, options to purchase an aggregate of 2,100,000 shares of Common Stock are outstanding under the Company's 2018 Equity Incentive Plan (the "Plan"), with a weighted-average exercise price of $1.15 per share. An additional 900,000 shares of Common Stock remain available for future grant under the Plan. The total number of shares currently reserved for issuance under the Plan is 3,000,000 shares.
(v) Pre-Money Fully Diluted Shares. Taking into account all issued and outstanding shares of Common Stock, all issued and outstanding shares of Preferred Stock (on an as-converted-to-Common-Stock basis), and all shares issuable upon exercise of outstanding options and shares reserved for future grant under the Plan, the pre-money fully diluted capitalization of the Company is 23,400,000 shares.
No other shares of capital stock or other equity securities of the Company are issued and outstanding, and no other options, warrants, convertible securities, or other rights to acquire equity securities of the Company are outstanding, other than as set forth above.
C. Proposed Series B Financing
The Board has considered a proposed financing transaction involving the issuance and sale by the Company of shares of a new series of preferred stock to be designated "Series B Preferred Stock" (the "Series B Financing"). The principal terms of the Series B Financing are as follows:
(i) The Company proposes to issue and sell an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000.
(ii) The pre-money valuation of the Company implied by the Series B Financing is $140,400,000, calculated as 23,400,000 pre-money fully diluted shares multiplied by $6.00 per share.
(iii) The post-money valuation of the Company implied by the Series B Financing is $185,400,000, calculated as the pre-money valuation of $140,400,000 plus aggregate gross proceeds of $45,000,000.
(iv) Following the closing of the Series B Financing, the post-closing fully diluted capitalization of the Company will be 30,900,000 shares (consisting of 23,400,000 pre-money fully diluted shares plus 7,500,000 shares of Series B Preferred Stock).
D. Proposed Investors
The Board has been informed that the following investors (collectively, the "Purchasers") have committed to purchase shares of Series B Preferred Stock in the Series B Financing:
(i) Granite Peak Ventures, LP ("GPV"), a Delaware limited partnership, as the lead investor, has committed to purchase 5,000,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $30,000,000, representing approximately 66.67% of the total Series B Financing.
(ii) Ridgeline Capital Partners, LLC ("RCP"), a Delaware limited liability company, as a participating existing Series A investor, has committed to purchase 1,666,667 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $10,000,000, representing approximately 22.22% of the total Series B Financing.
(iii) Solstice Growth Fund I, LP ("SGF"), a Delaware limited partnership, as a new co-investor, has committed to purchase 833,333 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for an aggregate purchase price of $5,000,000, representing approximately 11.11% of the total Series B Financing.
E. Advisors and Counsel
The Board has been advised that the Company has engaged the following advisors and professionals in connection with the Series B Financing:
(i) Calderwood & Harkness LLP has been engaged as counsel to the Company in connection with the Series B Financing and the preparation, negotiation, and delivery of the Transaction Documents and related corporate actions.
(ii) Compass Bridge Advisory Group LLC has been engaged as the Company's exclusive placement agent in connection with the Series B Financing, at a fee equal to 2.0% of the aggregate gross proceeds of the Series B Financing, which equals $900,000.
(iii) Fenwick, Pratt & Howell LLP ("FPH") serves as counsel to GPV, in its capacity as lead investor, and as coordinating counsel for all of the Purchasers. The Company has agreed, pursuant to the terms of the Stock Purchase Agreement, to reimburse the reasonable legal fees and disbursements of FPH in connection with the Series B Financing, in an amount not to exceed $75,000.
F. Board Composition
The current members of the Board of Directors of the Company, each of whom is executing this Written Consent, are as follows:
(i) Naveen Raghavan, serving as a Common Stock designee;
(ii) Claire Whitmore, serving as a Common Stock designee; and
(iii) Thomas Brennan, serving as the Series A Preferred designee, representing Ridgeline Capital Partners, LLC.
The foregoing three directors constitute the entire Board of Directors of the Company as of the date hereof. There are no vacancies on the Board.
G. Presentation and Review
The Board has reviewed the following materials and information in connection with its consideration of the Series B Financing and the related transactions:
(i) The term sheet executed on April 22, 2022, by and among the Company and GPV, setting forth the principal terms and conditions of the proposed Series B Financing;
(ii) Drafts of the Transaction Documents (as described in the resolutions below), including the Stock Purchase Agreement, the Amended and Restated Certificate of Incorporation, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, and the Management Rights Letter;
(iii) The capitalization analysis memorandum prepared by Calderwood & Harkness LLP, dated June 10, 2022, summarizing the Company's pre-money and post-money capitalization, the dilutive impact of the Series B Financing on existing stockholders, and the terms and conditions of the proposed Series B Preferred Stock;
(iv) Financial projections prepared by the Company's management, including revenue forecasts, operating expense budgets, and cash flow projections;
(v) The advice and recommendations of the Company's management, including the Chief Executive Officer and the Chief Financial Officer, regarding the strategic rationale for and the terms of the Series B Financing; and
(vi) The advice of Calderwood & Harkness LLP regarding the Board's fiduciary duties under Delaware law, including the duty of care and the duty of loyalty, in connection with its consideration and approval of the Series B Financing and the related transactions.
The Board has had the opportunity to ask questions of, and receive answers from, management and counsel regarding the Series B Financing and the Transaction Documents, and has received all information that it has deemed necessary or appropriate for its evaluation thereof. The Board has been advised of, and has carefully considered, its fiduciary duties under applicable Delaware law in connection with its evaluation and approval of the Series B Financing.
NOW, THEREFORE, based upon the foregoing recitals and the information presented to the Board, and after due deliberation and careful consideration, the Board hereby unanimously adopts the following resolutions:
RESOLUTIONS
Resolution 1 — Determination of Advisability and Approval of the Series B Financing
RESOLVED, that, having reviewed and considered the terms and conditions of the proposed Series B Financing, the presentations and advice of the Company's management and counsel, the financial projections and capitalization analysis, and all other information presented to the Board as described in the Recitals above, the Board hereby determines that it is in the best interests of the Company and its stockholders to consummate the Series B Preferred Stock financing on substantially the terms and conditions presented to the Board, including the issuance and sale by the Company of an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, for aggregate gross proceeds of $45,000,000, to the Purchasers identified in the Recitals above, and such Series B Financing is hereby approved, authorized, and ratified in all respects.
Resolution 2 — Approval of the Amended and Restated Certificate of Incorporation
RESOLVED, that the Amended and Restated Certificate of Incorporation of Skybridge Fintech Ltd. (the "Restated Certificate"), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved, adopted, and declared advisable, and is recommended for approval by the stockholders of the Company.
RESOLVED FURTHER, that the Restated Certificate shall, among other things:
(a) Authorize the Company to issue an aggregate of (i) 30,000,000 shares of Common Stock, par value $0.0001 per share, and (ii) 15,500,000 shares of Preferred Stock, par value $0.0001 per share, designated as follows: 3,000,000 shares of Series Seed Preferred Stock, 5,000,000 shares of Series A Preferred Stock, and 7,500,000 shares of Series B Preferred Stock;
(b) Establish the rights, preferences, privileges, and restrictions of each series of Preferred Stock, including the following:
(1) Series Seed Preferred Stock: Original issue price of $0.50 per share; 6% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $1,500,000 (equal to the original issue price per share plus any declared but unpaid dividends);
(2) Series A Preferred Stock: Original issue price of $2.00 per share; 6% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $10,000,000 (equal to the original issue price per share plus any declared but unpaid dividends);
(3) Series B Preferred Stock: Original issue price of $6.00 per share; 8% non-cumulative dividend; 1:1 initial conversion ratio (subject to adjustment); weighted-average broad-based anti-dilution protection; aggregate liquidation preference of $45,000,000 (equal to the original issue price per share plus any declared but unpaid dividends);
(c) Establish an aggregate senior liquidation preference across all series of Preferred Stock of $56,500,000, payable in order of seniority (Series B first, then Series A, then Series Seed) upon any liquidation, dissolution, or winding up of the Company, or any Deemed Liquidation Event (as defined in the Restated Certificate);
(d) Provide for a non-participating preferred structure, such that holders of each series of Preferred Stock shall be entitled to receive their applicable liquidation preference or, alternatively, to convert their shares of Preferred Stock into shares of Common Stock and participate on an as-converted basis with the holders of Common Stock, but not both;
(e) Include protective provisions requiring the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class) for specified corporate actions, including but not limited to: (i) the incurrence by the Company of annual capital expenditures exceeding $5,000,000 in any fiscal year; (ii) the incurrence by the Company of indebtedness exceeding $3,000,000 in the aggregate (excluding ordinary-course trade payables); and (iii) any increase in the number of shares reserved for issuance under equity incentive plans beyond 15% of the post-closing fully diluted capitalization of 30,900,000 shares (i.e., 4,635,000 shares); and
(f) Contain such other terms and provisions as are set forth in the form of Restated Certificate reviewed by the Board.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to file the Restated Certificate with the Secretary of State of the State of Delaware upon the satisfaction or waiver of the applicable closing conditions to the Series B Financing, with such filing anticipated to occur on or about July 29, 2022, and to take all actions and pay all fees necessary in connection therewith.
Resolution 3 — Approval of the Stock Purchase Agreement
RESOLVED, that the Series B Preferred Stock Purchase Agreement (the "SPA") by and among the Company and the Purchasers, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.
RESOLVED FURTHER, that the principal terms of the SPA include, without limitation, the following:
(a) The Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of 7,500,000 shares of Series B Preferred Stock at a purchase price of $6.00 per share, allocated among the Purchasers as set forth in the schedule of purchasers attached to the SPA;
(b) The signing and closing of the SPA shall occur simultaneously on July 18, 2022, subject to the satisfaction or waiver of the closing conditions set forth therein;
(c) The aggregate purchase price of $45,000,000 shall be deposited by the Purchasers into an escrow account maintained at Pinnacle National Bank, N.A. (the "Escrow Agent"), and shall be released from escrow and delivered to the Company on July 29, 2022, simultaneously with the filing of the Restated Certificate with the Secretary of State of the State of Delaware;
(d) Certificates or book-entry credits representing the shares of Series B Preferred Stock shall be issued to the Purchasers by Ledgermark Transfer Services, Inc. (the "Transfer Agent") upon release of the escrowed funds;
(e) The Company shall reimburse the reasonable legal fees and disbursements of Fenwick, Pratt & Howell LLP, counsel to the Purchasers, in an amount not to exceed $75,000, as a condition to closing; and
(f) The SPA contains customary representations and warranties of the Company and the Purchasers, conditions to closing, and indemnification provisions.
RESOLVED FURTHER, that the Authorized Officers (as defined in Resolution 17 below) are hereby authorized to negotiate, finalize, execute, and deliver the SPA in substantially the form presented to the Board, with such changes, modifications, and amendments thereto as any Authorized Officer may approve, such approval to be conclusively evidenced by the execution and delivery thereof.
Resolution 4 — Approval of the Amended and Restated Investors' Rights Agreement
RESOLVED, that the Amended and Restated Investors' Rights Agreement (the "IRA") by and among the Company, the holders of Series Seed Preferred Stock (including Harborview Seed Investors LLC), the holders of Series A Preferred Stock (including Ridgeline Capital Partners, LLC), and the Purchasers, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.
RESOLVED FURTHER, that the IRA shall amend, restate, and supersede in its entirety the Investors' Rights Agreement dated as of March 6, 2020, by and among the Company and the investors party thereto (the "Prior IRA"). Upon the effectiveness of the IRA, the Prior IRA shall be of no further force or effect, and all rights and obligations of the parties thereunder shall be governed exclusively by the terms of the IRA.
RESOLVED FURTHER, that the IRA provides for, among other things:
(a) Registration rights, including demand registration rights, S-3 registration rights, and piggyback registration rights for holders of Registrable Securities (as defined in the IRA);
(b) Information rights, including the right of Major Investors (as defined in the IRA) to receive annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and annual operating budgets;
(c) Pro-rata rights, granting Major Investors the right to participate on a pro-rata basis in future issuances of equity securities by the Company, subject to customary exclusions;
(d) Qualified Small Business Stock (QSBS) covenants, pursuant to which the Company agrees to use commercially reasonable efforts to maintain its qualification as a "qualified small business" within the meaning of Section 1202 of the Internal Revenue Code of 1986, as amended, and to cause the shares of Series B Preferred Stock to constitute "qualified small business stock" thereunder;
(e) Market stand-off provisions, restricting certain transfers of Company securities by the parties thereto for a period following an initial public offering of the Company's securities; and
(f) Confidentiality obligations binding on all parties with respect to non-public information received in connection with their rights under the IRA.
Resolution 5 — Approval of the Amended and Restated Right of First Refusal and Co-Sale Agreement
RESOLVED, that the Amended and Restated Right of First Refusal and Co-Sale Agreement (the "ROFR/Co-Sale Agreement") by and among the Company, the Key Holders (defined therein as Naveen Raghavan, Claire Whitmore, and David Okonkwo), and the Investors (defined therein as all holders of Preferred Stock of the Company), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.
RESOLVED FURTHER, that the ROFR/Co-Sale Agreement imposes transfer restrictions on shares of Company capital stock held by the Key Holders and grants (i) the Company a right of first refusal with respect to proposed transfers by Key Holders of their shares, and (ii) to the extent the Company does not exercise its right of first refusal in full, the Investors a secondary right of first refusal and co-sale (tag-along) rights with respect to such proposed transfers, in each case on the terms and conditions set forth in the ROFR/Co-Sale Agreement. The ROFR/Co-Sale Agreement shall amend, restate, and supersede in its entirety the Right of First Refusal and Co-Sale Agreement dated as of March 6, 2020, by and among the Company and the other parties thereto.
Resolution 6 — Approval of the Amended and Restated Voting Agreement
RESOLVED, that the Amended and Restated Voting Agreement (the "Voting Agreement") by and among the Company, the Key Holders, and the Investors, substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.
RESOLVED FURTHER, that the Voting Agreement establishes the following post-closing composition of the Board of Directors, which shall consist of five (5) members:
Seat 1: Naveen Raghavan, designated by the holders of Common Stock;
Seat 2: Claire Whitmore, designated by the holders of Common Stock;
Seat 3: Thomas Brennan, designated by the holders of a majority of the outstanding shares of Series A Preferred Stock;
Seat 4: Priya Deshmukh, designated by the holders of a majority of the outstanding shares of Series B Preferred Stock (initially appointed by Granite Peak Ventures, LP, as described in Resolution 9 below);
Seat 5: An independent director, to be mutually agreed upon by the holders of Common Stock, the holders of a majority of the outstanding shares of Series A Preferred Stock, and the holders of a majority of the outstanding shares of Series B Preferred Stock, such agreement to be reached within ninety (90) days following the closing of the Series B Financing (i.e., no later than October 27, 2022).
RESOLVED FURTHER, that the Voting Agreement contains customary drag-along provisions binding all stockholders who are parties thereto, pursuant to which such stockholders agree to vote their shares in favor of, and take all necessary actions to consummate, certain transactions approved by specified majorities of the Company's stockholders and the Board of Directors. The Voting Agreement shall amend, restate, and supersede in its entirety the Voting Agreement dated as of March 6, 2020, by and among the Company and the other parties thereto.
Resolution 7 — Approval of the Management Rights Letter
RESOLVED, that the Management Rights Letter addressed to Granite Peak Ventures, LP (the "Management Rights Letter"), substantially in the form presented to the Board, a copy of which has been reviewed by each member of the Board and is attached to the records of this action, is hereby approved in all respects.
RESOLVED FURTHER, that the Management Rights Letter grants to Granite Peak Ventures, LP certain management rights and information rights in connection with its investment in the Company, including the right to consult with and advise management of the Company on significant business matters, to attend and observe meetings of the Board of Directors, and to receive financial and operational information regarding the Company, in each case as necessary to satisfy the requirements of Granite Peak Ventures, LP to qualify its investment in the Company as a "venture capital operating company" ("VCOC") investment within the meaning of Section 2510.3-101(d) of Title 29 of the Code of Federal Regulations, as promulgated under the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Resolution 8 — Increase of Option Pool under 2018 Equity Incentive Plan
RESOLVED, that the number of shares of Common Stock reserved for issuance under the Company's 2018 Equity Incentive Plan (the "Plan") is hereby increased by 1,635,000 shares, from 3,000,000 shares to 4,635,000 shares, such that the total shares reserved under the Plan will represent 15% of the post-closing fully diluted capitalization of 30,900,000 shares.
RESOLVED FURTHER, that, following such increase, options to purchase an aggregate of 2,100,000 shares of Common Stock shall remain outstanding under the Plan, and shares available for future grant under the Plan shall total 2,535,000 shares (consisting of 900,000 shares previously available for future grant plus 1,635,000 newly reserved shares).
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take all actions necessary to amend the Plan to reflect the foregoing increase in the share reserve, including the preparation, execution, and filing of any amendments to the Plan document and any related notices to stockholders, optionees, or regulatory authorities as may be required.
RESOLVED FURTHER, that the Board acknowledges and confirms that, for purposes of the pre-money valuation of the Company in connection with the Series B Financing, the increase in the option pool is reflected in the pre-money fully diluted share count of 23,400,000 shares, and therefore the dilution resulting from the option pool increase is borne by the pre-money stockholders.
Resolution 9 — Appointment of Priya Deshmukh to the Board of Directors
RESOLVED, that, effective upon the closing of the Series B Financing (including the release of funds from escrow and the filing of the Restated Certificate with the Secretary of State of the State of Delaware), Priya Deshmukh, Partner of Granite Peak Ventures, LP, is hereby appointed as a member of the Board of Directors of the Company, to serve as the Series B Preferred designee in accordance with the terms of the Voting Agreement.
RESOLVED FURTHER, that, upon the appointment of Priya Deshmukh, the Board of Directors shall consist of four (4) members, pending the selection and appointment of the independent director contemplated by the Voting Agreement. Upon the selection and appointment of such independent director (which shall occur no later than October 27, 2022), the Board shall thereafter consist of five (5) members.
RESOLVED FURTHER, that the officers of the Company are authorized to deliver to Priya Deshmukh a customary director appointment letter and the Company's standard form of indemnification agreement for directors, and to take all other actions necessary in connection with her appointment.
Resolution 10 — Engagement of Pinnacle National Bank, N.A. as Escrow Agent
RESOLVED, that the engagement of Pinnacle National Bank, N.A., a national banking association with offices at 100 Federal Street, Boston, MA 02110 (contact: Richard Halloran, Vice President, Escrow Services), as escrow agent for the closing-funds disbursement in connection with the Series B Financing is hereby approved in all respects.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to negotiate, execute, and deliver an escrow agreement with Pinnacle National Bank, N.A. (the "Escrow Agreement"), in substantially the form presented to the Board or on such terms as any Authorized Officer deems reasonable and appropriate, together with any related wire transfer instructions, disbursement authorizations, and other documents and instruments as may be necessary or desirable in connection with the escrow arrangements for the Series B Financing. The aggregate purchase price of $45,000,000 shall be deposited by the Purchasers into the escrow account and shall be released to the Company upon satisfaction of all closing conditions, which is anticipated to occur on or about July 29, 2022.
Resolution 11 — Payment of Placement Agent Fee
RESOLVED, that the payment by the Company of a placement-agent fee in the amount of $900,000, equal to 2.0% of the aggregate gross proceeds of the Series B Financing of $45,000,000, to Compass Bridge Advisory Group LLC, located at 75 Ashbury Asset Advisors, Suite 2400, Boston, MA 02109, payable at the closing of the Series B Financing from the proceeds thereof, is hereby approved, authorized, and ratified in all respects.
RESOLVED FURTHER, that the officers of the Company are hereby authorized to execute and deliver any engagement letter, fee agreement, or other document required in connection with the payment of such placement-agent fee, and to instruct the Escrow Agent to disburse such amount directly to Compass Bridge Advisory Group LLC from the escrowed proceeds at closing, if applicable.
Resolution 12 — Confirmation of D&O Insurance
RESOLVED, that the Board hereby confirms and ratifies the procurement and maintenance of a directors' and officers' liability insurance policy (the "D&O Policy") issued by Ironclad Specialty Insurance Co., providing coverage with limits of $5,000,000 per occurrence and $10,000,000 in the aggregate, with six-year tail coverage and an annual premium of $38,500. The Board acknowledges that the maintenance of the D&O Policy is a condition to closing under the SPA and that the Company's obligation to maintain such insurance is consistent with the Company's indemnification obligations to its directors and officers under the Company's certificate of incorporation, bylaws, and individual indemnification agreements.
RESOLVED FURTHER, that the officers of the Company are authorized to deliver to the Purchasers a certificate confirming the existence and terms of the D&O Policy as a closing deliverable under the SPA, and to take all other actions necessary to maintain such policy in full force and effect.
Resolution 13 — Issuance of Stock Certificates
RESOLVED, that the officers of the Company are hereby authorized and directed to instruct Ledgermark Transfer Services, Inc. (the "Transfer Agent") to issue stock certificates or book-entry credits representing an aggregate of 7,500,000 shares of Series B Preferred Stock to the Purchasers, in accordance with the allocation set forth in the schedule of purchasers attached to the SPA, upon the release of the aggregate purchase price from escrow. Specifically, the Transfer Agent shall be instructed to issue:
(a) 5,000,000 shares of Series B Preferred Stock to Granite Peak Ventures, LP;
(b) 1,666,667 shares of Series B Preferred Stock to Ridgeline Capital Partners, LLC; and
(c) 833,333 shares of Series B Preferred Stock to Solstice Growth Fund I, LP.
RESOLVED FURTHER, that the shares of Series B Preferred Stock so issued shall be validly issued, fully paid, and non-assessable, and shall have the rights, preferences, privileges, and restrictions set forth in the Restated Certificate.
Resolution 14 — Legal Opinion
RESOLVED, that Calderwood & Harkness LLP is hereby authorized and directed to prepare and deliver a legal opinion letter on behalf of the Company, addressed to each of the Purchasers, in connection with the closing of the Series B Financing, in substantially the form required by the SPA. Such opinion letter shall address, among other things, the due incorporation and good standing of the Company, the due authorization of the Series B Financing and the Transaction Documents, the valid issuance of the shares of Series B Preferred Stock, and such other matters as are customary for transactions of this nature or as may be reasonably requested by the Purchasers or their counsel.
Resolution 15 — Reimbursement of Investors' Counsel Fees
RESOLVED, that the Company shall reimburse the reasonable and documented legal fees and out-of-pocket disbursements incurred by Fenwick, Pratt & Howell LLP, counsel to the Purchasers, in connection with the negotiation, preparation, and execution of the Transaction Documents and the consummation of the Series B Financing, in an amount not to exceed $75,000 in the aggregate, as required by and in accordance with the terms of the SPA. Such reimbursement shall be payable at the closing of the Series B Financing from the proceeds thereof or as otherwise directed by the Authorized Officers.
Resolution 16 — Authorization of Regulatory Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver any and all certificates, notices, applications, reports, and other documents with the Secretary of State of the State of Delaware, the United States Securities and Exchange Commission (the "SEC"), and any other federal, state, or local governmental authorities as may be necessary or advisable in connection with the Series B Financing and the transactions contemplated by the Transaction Documents. Without limiting the generality of the foregoing, the officers are specifically authorized to:
(a) File the Restated Certificate with the Secretary of State of the State of Delaware;
(b) Prepare and file one or more notices on Form D with the SEC pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and any corresponding state securities or "blue sky" filings as may be required in connection with the issuance and sale of the shares of Series B Preferred Stock; and
(c) Execute and file any other certificates, instruments, or documents required by applicable law in connection with the foregoing.
Resolution 17 — General Authorization of Officers
RESOLVED, that Naveen Raghavan, in his capacity as Chief Executive Officer of the Company, Claire Whitmore, in her capacity as Chief Technology Officer of the Company, and David Okonkwo, in his capacity as Chief Financial Officer of the Company, and each of them individually (each an "Authorized Officer"), are hereby authorized, empowered, and directed, in the name of and on behalf of the Company, to:
(a) Execute and deliver the SPA, the IRA, the ROFR/Co-Sale Agreement, the Voting Agreement, the Management Rights Letter, the Escrow Agreement, and any and all other documents, instruments, agreements, certificates, and written consents as may be necessary, desirable, or appropriate to consummate the transactions contemplated by the foregoing resolutions (collectively, together with the Restated Certificate and any documents executed and delivered in connection therewith, the "Transaction Documents");
(b) Take any and all further actions, and execute and deliver any and all further documents, instruments, agreements, and certificates, as any Authorized Officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions, including the making of any representations, warranties, covenants, or agreements on behalf of the Company as contemplated by the Transaction Documents;
(c) Pay all fees, costs, and expenses incurred or to be incurred by the Company in connection with the Series B Financing and the transactions contemplated by the Transaction Documents, including, without limitation, the placement-agent fee of $900,000 payable to Compass Bridge Advisory Group LLC and the reimbursement of investors' counsel fees payable to Fenwick, Pratt & Howell LLP in an amount not to exceed $75,000; and
(d) Appoint and engage such agents, accountants, transfer agents, escrow agents, and other professionals and advisors as any Authorized Officer deems necessary or appropriate in connection with the foregoing.
RESOLVED FURTHER, that the execution and delivery of any document, instrument, or agreement, or the taking of any action, by any Authorized Officer in connection with the foregoing resolutions shall be conclusive evidence that such Authorized Officer has determined such document, instrument, agreement, or action to be necessary, appropriate, or advisable, and the Board hereby approves any such determination.
Resolution 18 — Ratification
RESOLVED, that all actions heretofore taken by any officer or director of the Company in connection with, or in furtherance of, the matters contemplated by the foregoing resolutions, including but not limited to the negotiation and execution of term sheets, engagement letters, and preliminary agreements, the preparation and review of the Transaction Documents, the engagement of advisors and counsel, and communications with the Purchasers and their representatives, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
Resolution 19 — Omnibus Resolution
RESOLVED, that any Authorized Officer is hereby authorized and empowered to execute and deliver such further instruments and documents, and to take such additional actions, as such Authorized Officer deems necessary, appropriate, or advisable to effectuate the purposes and intent of the foregoing resolutions, without the necessity of further action by the Board of Directors, and that the execution and delivery of any such instrument, document, or agreement, or the doing of any such act or thing, by any Authorized Officer shall be conclusive evidence of the Board's approval thereof.
GOVERNING LAW
All actions taken by the Board pursuant to these resolutions, and all matters arising out of or relating to the Transaction Documents and the transactions contemplated thereby, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
EFFECTIVE DATE AND COUNTERPARTS
This Unanimous Written Consent of the Board of Directors is effective as of July 18, 2022.
This Written Consent may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Written Consent by electronic means, including by facsimile or portable document format (PDF) transmission, shall be effective as delivery of a manually executed counterpart of this Written Consent.
This Written Consent may be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the Company's corporate records.
[Signature Page Follows]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD.
IN WITNESS WHEREOF, the undersigned directors of the Company have executed this Unanimous Written Consent of the Board of Directors as of the date set forth below.
________________________________________
Name: Naveen Raghavan
Title: Director (Common Stock Designee), Co-Founder & Chief Executive Officer
Date: July 18, 2022
________________________________________
Name: Claire Whitmore
Title: Director (Common Stock Designee), Co-Founder & Chief Technology Officer
Date: July 18, 2022
________________________________________
Name: Thomas Brennan
Title: Director (Series A Preferred Designee), Managing Director, Ridgeline Capital Partners, LLC
Date: July 18, 2022
DOCUMENT PREPARATION NOTE
This Unanimous Written Consent of the Board of Directors of Skybridge Fintech Ltd. was prepared by:
Calderwood & Harkness LLP 919 N. Market Street, Suite 1500 Wilmington, DE 19801
Matter No.: 1009-00002 Responsible Partner: Miriam Calloway Lead Associate: Robert Jansen Working Associate: Amy Chesterton
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF SKYBRIDGE FINTECH LTD. IN LIEU OF A SPECIAL MEETING

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